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1
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Government Exhibit # 2ND CONSOLIDATED AMENDED COMPLAINT
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EXTRACTED KEY WORDS
PLAINTIFFS MFS REPORT DEFENDANTS ACQUISITION TAYLOR ACTS EXCHANGE WORLDCORN CLASS ACTION PRICE SECURITIES FINANCING PURCHASE SIRIT AGREEMENT TELCOM HOLDING CONTRACTS CLASS PERIOD DISCLOSE REPRESENTATIONS MISLEADING INDIVIDUAL DEFENDANTS SENIOR NOTE DISCLOSURE MANAGEMENT MASTER SERVICES MATERIALLY FALSE SUBSIDIARIES |
UNITED STATES DISTRICT COURT
SOUTHERN DISTRKT OF FLORIDA
WEST PALM BEACH DIVISION
Case No. 9&-8633-CIV,/BU~LEY~LYNCI-E
SHIPPING FINANCIAL SERV(TCES CORP., On
Behalf of Itself and AU Others Simildy Situated,
Plaintiff,
MLE TELCOM HOLDING CORP.. GIbEON
D. TAYLOR, FRAZIER L, GAlNES, JESUS
DOMLNCWEZ, MARK A. SHAIN, BILLY
V. RAY, C. FRANK SWARTZ and
MICHAEL ARP.
i
PLAINTIFFS' SECOND CONSOLIDATED
AMJWDED CLASS ACTION COMPLAINT
Plaiaiffs, by their attorneys, allege the foHow@ srpon personal knowledge as to
themselves ad their acts and as to aI1 other matters open the investigation made by and
through their attorneys, in&ding, among other things, a review of the public filings of
Telcom Holding Corp. ("Able" or the "Company") with the Securities and Exchange
Commission ("SEC"), as well as court rewrck relating to other liti@on iwdving Able,
published reports, news articies, interviews with rckvanr sources, and documents prdxed
SUMMARY QF THE ACTION
1. This is a securities class action on hhdf of all persons who putchad the
common stock of Able between Recember 4, 1997 and DeccmlXr 1, 1999 (the "Class
Period"), alleging violations of the Securities Exchange. Act of 1934. During the Class
SNIPPETS:
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2
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NOTICE
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EXTRACTED KEY WORDS
CLASS ACTION YORK FINANCE BEATIE OSBORN LLP ABLE TELCOM HOLDING DISTRICT COURT COMPLAINT VIOLATIONS SECURITIES DISCLOSE TECHNOLOGIES DEBT MEMBER SERVE REPRESENTATIVE PLAINTIFF PRIOR DEBT ARRANGEMENTS SUBJECTING IMMEDIATE ACCELERATION LEGAL STANDARDS ASSURE RIGHTS MATTER EDUARD KORSINSKY TOLL FREE YORK CITY LEXINGTON AVENUE FLOOR |
Beatie and Osborn LLP Files Class Action Against Able Telcom Holding Corp.
NEW YORK, Oct. 2 /PRNewswire/ -- A class action has been commenced in the United States
District Court for the Southern District of Florida on behalf of all persons who purchased the
common stock of Able Telcom Holding Corp. ("Able" or the "Company" (Nasdaq: ABTE)) from
December 7, 1997 through September 14, 1998, inclusive (the "Class Period").
The complaint charges Able and others with violations of Sections 10(b) and 20(a) of the
Securities Exchange Act of 1934. Specifically, the complaint alleges that during the Class Period
the Company repeatedly failed to timely and fully disclose the negative financial ramifications
resulting from its acquisition of MFS Network Technologies (NT) stemming from NT's
ownership of unprofitable operations in a capital intensive, low margin, highly competitive
construction contract business and NT's lack of possession of any valuable proprietary product or
technology. Defendants also failed to disclose that many key senior executives of NT would quit
after the acquisition; that Able's issuance of convertible debentures to finance the NT acquisition
would have the potential to dramatically dilute existing shareholder value; and that the
company's financing of the NT acquisition violated Able Telcom's prior debt arrangements,
subjecting such debt to immediate acceleration.
If you are a member of the class who purchased Able securities during the period between
December 7, 1997 and September 14, 1998, you may move the court no later than November 9
to serve as a representative plaintiff in this case. In order to serve as a representative
however, you must meet certain legal standards.
To assure that you will be included in a list of class members, or if you wish to discuss this
action, have questions concerning this notice, or your rights or interests with respect to this
matter or if you have information you wish to provide to Beatie and Osborn LLP, please contact
Eduard Korsinsky, Esq. toll free at 800-891-6305, or 212-888-9000 in New York City, 599
Lexington Avenue, 42nd Floor, New York, NY 10022, via fax at 212-888-9664 or via e-mail at
bandolaw@aol.com.
SNIPPETS:
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3
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CLASS ACTION COMPLAINT
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EXTRACTED KEY WORDS
COMMON STOCK PLAINTIFF DEFENDANTS EXCHANGE ACT SECURITIES EXCHANGE ACT CLASS ACTION REPORTS ACQUISITION FACTS MEMBERS MATERIALLY FALSE MISLEADING PRICE PURCHASED ABLE TELECOM FILINGS MARKET PRICE STATE FACTS MATERIAL FACTS CHIEF EXECUTIVE OFFICER INDIVIDUAL DEFENDANTS BUSINESS WIRE MONEY LOSING OPERATIONS MANAGEMENT PURCHASE PRICE PREFERRED STOCK REASONABLE BASIS DEFENDANT TAYLOR ABLE TELECOM HOLDING ALLEGATION |
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA
------------------------------------------------------ x
MAYER BUREKHOVICH, on behalf of : CIVIL ACTION NUMBER
himself and all others similarly :
situated, : CLASS ACTION COMPLAINT
:
Plaintiff, : JURY TRIAL DEMANDED
:
vs. ::
ABLE TELECOM HOLDING CORP., :
GIDEON D. TAYLOR, GERRY W. :
HALL, and FRAZIER L. GAINES, ::
Defendants. ::
------------------------------------------------------ x
Plaintiff, by his attorneys, as and for his Class Action Complaint, alleges the following upon
personal knowledge as to himself and his acts and as to all other matters upon information and
belief based upon, inter alia, the investigation made by and through his attorneys, including a
review of the public filings of Able Telecom Holdings, Inc. ("Able Telecom" or the "Company")
with the Securities and Exchange Commission ("SEC"), published reports, and news articles.
Plaintiff believes that further substantial evidentiary support will exist for the allegations set
forth below after a reasonable opportunity for discovery.
NATURE OF THE CASE
1. This is a class action on behalf of a class of persons and entities who purchased Able Telecom
common stock (the "Class") between December 7, 1997 and September 14, 1998, inclusive (the
"Class Period"), brought under Section 10(b) and 20(a) of the Securities Exchange Act of 1934
(the "Exchange Act").
2. Throughout the Class Period, the defendants repeatedly failed to timely and fully disclose the
financial condition on one of its acquisitions; misrepresented that following Able Telecom's
acquisition of MFS Network Technologies, Inc. ("NT") certain key senior executives of NT
would stay on to work for Able Telecom when the defendants knew that they would resign;
failed to timely and fully disclose the dilution of shareholder value due to the Company's
issuance of "bottomless" convertible bonds to finance the NT acquisition; and failed to disclose
that the Company's financing of the NT acquisition violated Able Telecom's prior debt
arrangements, causing the Company to become liable immediately for the repayment of its long
term debt.
3. Each of the defendants either knew or recklessly disregarded that these material
misrepresentations and omissions artificially inflated the prices of Able Telecom's securities on
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4
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DOCKET D
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EXTRACTED KEY WORDS
DOCKET MAGISTRATE SOUTHERN DISTRICT FLORIDA BEACH CIVIL DOCKET DKT USDC SECURITIES EXCHANGE ACT ABLE TELCOM HOLDING GIDEON TAYLOR FRAZIER GAINES JESUS DOMINGUEZ MARK SHAIN MAGISTRATE IDENTIFICATION MAGISTRATE JUDGE FRANK LYNCH CCAP ENTRY |
Docket as of September 30, 1998 [retrieved 10/5/98]
Proceedings include all events. FJL
9:98cv8673 Krasnoff, et al v. Able Telcom Holding, et al
FJL
U.S. District Court
Southern District of Florida (W.Palm Beach)
CIVIL DOCKET FOR CASE #: 98-CV-8673
Krasnoff, et al v. Able Telcom Holding, et al Filed: 09/23/98
Assigned to: Judge Daniel T. K. Hurley Jury demand: Plaintiff
Demand: $0,000 Nature of Suit: 850
Lead Docket: None Jurisdiction: Federal Question
Dkt # in USDC SD of FL : is 98-CV-8633-Hurley
Cause: 15:0078 Securities Exchange Act
HOWARD KRASNOFF, on Behalf of Michael J. Pucillo
Themselves and all Others FTS 835-0322
Similarly Situated [COR LD NTC]
plaintiff Wendy Hope Zoberman
[COR LD NTC]
Burt & Pucillo
222 Lakeview Avenue
Suite 300 East
West Palm Beach, FL 33401
561-835-9400
CHARLOTTE MICHENER, On behalf Michael J. Pucillo
of Themselves and all others (See above)
Similarly Situated [COR LD NTC]
plaintiff Wendy Hope Zoberman
(See above)
[COR LD NTC]
v.
ABLE TELCOM HOLDING CORP.
defendant
GIDEON D. TAYLOR
defendant
SNIPPETS:
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5
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DOCKET
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EXTRACTED KEY WORDS
DOCKET TAYLOR FRAZIER GAINES JESUS DOMINGUEZ MARK SHAIN SOUTHERN DISTRICT FLORIDA BEACH CIVIL DOCKET DKT COURT SECURITIES EXCHANGE ACT ABLE TELCOM HOLDING GIDEON CCAP ENTRY |
Docket as of September 30, 1998 [retrieved 10/5/98]
Proceedings include all events. FJL
9:98cv8633 Shipping Financial v. Able Telcom Holding, et al
FJL
U.S. District Court
Southern District of Florida (W.Palm Beach)
CIVIL DOCKET FOR CASE #: 98-CV-8633
Shipping Financial v. Able Telcom Holding, et al Filed: 09/10/98
Assigned to: Judge Daniel T. K. Hurley Jury demand: Plaintiff
Demand: $0,000 Nature of Suit: 850
Lead Docket: None Jurisdiction: Federal Question
Dkt# in other court: None
Cause: 15:0078 Securities Exchange Act
SHIPPING FINANCIAL SERVICES Michael J. Pucillo
CORP., on Behalf of Itself and FTS 835-0322
All Others Similarly Situated, [COR LD NTC]
plaintiff Wendy Hope Zoberman
[COR LD NTC]
Burt & Pucillo
222 Lakeview Avenue
Suite 300 East
West Palm Beach, FL 33401
561-835-9400
v.
ABLE TELCOM HOLDING CORP.
defendant
GIDEON D. TAYLOR
defendant
FRAZIER L. GAINES
defendant
SNIPPETS:
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6
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DOCKET C
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EXTRACTED KEY WORDS
DOCKET FRAZIER GAINES CCAP SOUTHERN DISTRICT FLORIDA BEACH CIVIL DOCKET DKT COURT SECURITIES EXCHANGE ACT ABLE TELCOM HOLDING GIDEON TAYLOR GERRY HALL A-3 AEV EDIT |
Docket as of September 28, 1998 [retrieved 10/5/98]
Proceedings include all events. AEV
9:98cv8650 Spinner, et al v. Able Telcom Holding, et al
AEV
U.S. District Court
Southern District of Florida (W.Palm Beach)
CIVIL DOCKET FOR CASE #: 98-CV-8650
Spinner, et al v. Able Telcom Holding, et al Filed: 09/17/98
Assigned to: Judge Kenneth L. Ryskamp Jury demand: Plaintiff
Demand: $0,000 Nature of Suit: 850
Lead Docket: None Jurisdiction: Federal Question
Dkt# in other court: None
Cause: 15:0078 Securities Exchange Act
JACOB J. SPINNER, on behalf of Peter Harold Rachman
himself and all others FTS 565-1312
similarly situated [COR LD NTC]
plaintiff Emily Cornelia Komlossy
FTS 565-1312
954-630-1000
[COR LD NTC]
Goodkind Labaton Rudoff &
Sucharow
2455 E Sunrise Boulevard
Suite 813
Fort Lauderdale, FL 33304
954-630-1000
v.
ABLE TELCOM HOLDING CORP.
defendant
GIDEON D. TAYLOR
defendant
GERRY W. HALL
defendant
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7
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DOCKET B
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EXTRACTED KEY WORDS
DEFENDANT DOCKET SECURITIES MAGISTRATE SOUTHERN DISTRICT FLORIDA BEACH CIVIL DOCKET DKT COURT SECURITIES EXCHANGE ACT ABLE TELCOM HOLDING GIDEON TAYLOR FRAZIER GAINES JESUS DOMINGUEZ MARK SHAIN FILING FEE A-3 BSS EDIT MAGISTRATE IDENTIFICATION MAGISTRATE JUDGE BARRY SELTZER CCAP |
Docket as of September 18, 1998 [retrieved 10/5/98]
Proceedings include all events. BSS
9:98cv8648 Rywell v. Able Telcom Holding, et al
BSS
U.S. District Court
Southern District of Florida (W.Palm Beach)
CIVIL DOCKET FOR CASE #: 98-CV-8648
Rywell v. Able Telcom Holding, et al Filed: 09/16/98
Assigned to: Judge William P. Dimitrouleas Jury demand: Plaintiff
Demand: $0,000 Nature of Suit: 850
Lead Docket: None Jurisdiction: Federal Question
Dkt# in other court: None
Cause: 15:0078 Securities Exchange Act
SANFORD RYWELL, on behalf of Peter Harold Rachman
himself and all others FTS 565-1312
similarly situated [COR LD NTC]
plaintiff Emily Cornelia Komlossy
FTS 565-1312
954-630-1000
[COR LD NTC]
Goodkind Labaton Rudoff &
Sucharow
2455 E Sunrise Boulevard
Suite 813
Fort Lauderdale, FL 33304
954-630-1000
v.
ABLE TELCOM HOLDING CORP.
defendant
GIDEON D. TAYLOR
defendant
FRAZIER L. GAINES
defendant
SNIPPETS:
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8
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DOCKET A
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EXTRACTED KEY WORDS
DOCKET SOUTHERN DISTRICT FLORIDA BEACH CIVIL DOCKET DKT USDC SECURITIES EXCHANGE ACT ABLE TELCOM HOLDING GIDEON TAYLOR FRAZIER GAINES JESUS DOMINGUEZ MARK SHAIN BROWN |
Docket as of September 15, 1998 [retrieved 10/5/98]
Proceedings include all events. STB
9:98cv8638 Finkestein v. Able Telcom Holding, et al
STB
U.S. District Court
Southern District of Florida (W.Palm Beach)
CIVIL DOCKET FOR CASE #: 98-CV-8638
Finkestein v. Able Telcom Holding, et al Filed: 09/11/98
Assigned to: Judge Donald M. Middlebrooks Jury demand: Plaintiff
Demand: $0,000 Nature of Suit: 850
Lead Docket: None Jurisdiction: Federal Question
Dkt # in USDC SD of FL : is 98-cv-8633-Hurley
Cause: 15:0078 Securities Exchange Act
DAVID FINKESTEIN, on behalf of Michael J. Pucillo
himself and all others FTS 835-0322
similarly situated, [COR LD NTC]
plaintiff Wendy Hope Zoberman
[COR LD NTC]
Burt & Pucillo
222 Lakeview Avenue
Suite 300 East
West Palm Beach, FL 33401
561-835-9400
v.
ABLE TELCOM HOLDING CORP.
defendant
GIDEON D. TAYLOR
defendant
FRAZIER L. GAINES
defendant
JESUS DOMINGUEZ
defendant
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